Terms and Conditions of Sale

The sale of Products by Abel Herb Products Co., Ltd. is subject to the terms and conditions contained herein. The terms and conditions contained herein take precedence over any terms and conditions which are proposed by a buyer of goods (“Buyer”) whether contained on a purchase order or otherwise. The terms and conditions contained herein, together with any quotation delivered by Abel Herb Products to Buyer, is the entire contract between the Buyer and Abel Herb Products and shall supersede any and all other agreements and understandings between the parties with respect to the subject matter hereof.

1. Definitions:

“Product” means natural herbal extract provided hereunder.

2. General:

This Agreement shall be deemed to be an integral part of all acceptances by Abel Herb Products and shall supersede any conflicting provisions of any purchase order or other communication of the Buyer. All Purchase Orders are subject to approval and acceptance by Abel Herb Products.

3. Prices:
All prices for products are CNF. Unless otherwise set forth in the Quotation the prices for goods will be the prices in effect on the date of shipment. All prices are stated in United States Dollars and do not include taxes.

4. Terms of Payment:
Unless otherwise stated in the Quotation, terms of payment are net thirty (30) days from the date of invoice. Buyer agrees to pay interest on overdue invoices at the greater of: (i) one and one-half percent (1-1/2%) per month or (ii) the highest rate permitted by law.

5. Payment:

Payment shall be made: (a) in full without set-off, counterclaim or withholding of any kind (save where and to the extent that this cannot by law be excluded); and (b) in the currency of Seller’s order confirmation within thirty days of date of invoice unless otherwise specified by Seller’s Finance Department. Product will be invoiced at any time after their readiness for dispatch has been notified to Buyer.

6. Delivery period:

Unless otherwise stated in Seller’s order confirmation, all periods stated for delivery or completion run from the Effective Date and are to be treated as estimates only not involving any contractual obligations. If Seller is delayed in or prevented from performing any of its obligations under the Contract due to the acts or omissions of Buyer or its agents (including but not limited to failure to provide specifications and/or fully dimensioned working drawings and/or such other information as Seller reasonably requires to proceed expeditiously with its obligations under the Contract), the delivery/completion period and the Contract Price shall both be adjusted accordingly. If delivery is delayed due to any act or omission of Buyer, or if having been notified that the Products are ready for dispatch, Buyer fails to take delivery or provide adequate shipping instructions, Seller shall be entitled to place the Products into a suitable store at Buyer’s expense.

7. Advise of Special Requirements:

When placing the order the Buyer must advise the Seller in writing of any special, legal, administrative or regulatory requirements applying in the territory in which the Buyer is to import, use or sell the Products as to composition labelling distributors or sale of the Products and the Buyer must advise the Seller immediately of any change made in such requirements.

8. Return of Product:

All Products returns are subject to our prior written consent and must comply with our product return procedures then in effect. Before returning or exchanging Product, you must contact us directly to obtain an authorization number to include with your return. You must return it to us in their original or equivalent packaging, and you are responsible for risk of loss, as well as shipping fees back to Abel Herb Products. Product received but not eligible for return will be sent back to you freight collect. For approved returns you will receive credit equal to the lesser of the Product’s invoice price or its current replacement value, less any applicable charges or fees.

9. Force Majeure:

Seller shall have no liability for any failure to perform, or for any delay in performance, to the extent caused by circumstances beyond its reasonable control, including but not limited to, the elements, acts of God, acts of nature, acts of Buyer or third parties, floods, fire, energy shortages or interruptions, communication delays and interruptions, earthquakes, explosions, war or military mobilization, armed hostilities, riots, terrorism, governmental action or inaction, request of governmental authority, shortages of, delays in obtaining, or inability to obtain materials, components or parts, transportation shortages, delays and interruptions, interruption in electricity or other utilities, epidemic or widespread illness or disease, and strikes, lockouts, labor disturbances or other differences with workers.

10. Agreement:

This Agreement embodies the complete agreement and understanding between the parties relating to the sale of the Product. This Agreement supersedes and preempts any and all prior understandings, agreements or representations by or between the parties, whether written or oral, relating to the subject matter hereof in any way. No modification, amendment or waiver of any provisions of this Agreement shall be effective unless approved in writing by each of the parties. Either party’s failure to enforce any of the provisions of this Agreement shall not be construed as a waiver of such provisions and shall not affect the right of such party to enforce each and every provision hereof in accordance with its terms. This Agreement shall be governed by the laws of Thailand, without regard to any choice of law provisions thereof. Neither party may assign or transfer this Agreement, in whole or in part, or any interest therein or any actions arising out of this Agreement, without the prior written consent of the other party, not to be unreasonably conditioned, delayed or withheld, provided, however, that this Agreement may be assigned without consent to a successor-in-interest to the assets or business of a party to which this Agreement relates. Unless otherwise expressly agreed to by the parties in writing, nothing in this Agreement shall be construed to confer upon or give to any person or entity, other than the parties to this Agreement, any rights or remedies under or by reason of this Agreement.

11. Official Language:

The official language of these Terms is English. If there is a conflict between versions of these Terms in any other language, the English language version controls.

Abel Herb Products Co., Ltd.